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The amendments, approved by Consob, will enter into force on 1 February 2005.
The initiative, which involved Authorities and Associations, aims at standardising the layout and contents of price sensitive press releases, in order to achieve greater clarity, thoroughness and efficiency of the company disclosure of information to the market.
Standard manners of presenting information have been defined in order to increase the usability and comparability of price-sensitive information over time with no further disclosure obligations than those required to the issuers by law and regulations in force.
Starting from 1 February 2005, each type of price-sensitive press release shall consist of: a title, a summary, the text and company contacts.
The title consists of a short objective description of the significant fact. If the press release refers to more than one fact, the title shall mention each one. If the press release is sent via the Network Information System (NIS), the title shall be included in the “subject” section of the NIS.
The summary summarises the key aspects of the fact, set out in the form of a table or list, in such a way as to provide a synthesis that is not misleading. It may be omitted if the title of the press release already contains an exhaustive description of the key aspects of the fact.
The text provides a detailed description of the fact in accordance with a list of contents left to the discretion of the company, provided it ensures the exposition is logically consistent. Where necessary to ensure greater clarity, the text may be organised in sections with subheadings.
Company contacts consist of the names of the persons and/or units to contact for information, with the corresponding telephone numbers and e-mail addresses, and, if available, the company’s website address.
Besides, the minimum content of the press releases2 referred to the most common types of significant facts has been defined. These types concern:
- the approval of periodic financial reports;
- the approval of the statements of operations and half-yearly reports of listed collective investment undertakings;
- the opinion of the auditing firm;
- the disclosure of forecasts or quantitative objectives;
- the resignation and the appointment of members of the administrative and supervisory bodies or other persons in key positions;
- acquisitions/disposal transactions;
- increases in capital and/or issues of convertible bonds;
- the issue of bonds;
- transactions involving own shares;
- merger/split-up operations.
The amendments apply also to the companies belonging to the Expandi market and the Nuovo Mercato.
- The issuers and the persons that control them are required to comply with the obligations regarding information on significant facts pursuant to article 114 of the Consolidated Law on Finance using the models provided for in the Instructions. In particular, as regards the minimum content of the press releases, this refers to information that the issuers already have to provide in accordance with the disclosure provisions regarding significant facts contained in the Consolidated Law on Finance and the Consob implementing Regulations. In accordance with article 66, paragraphs 4 and 5, of Consob Regulation 11971/1999 the press release must contain all the essential information on the fact in a form permitting a complete and correct assessment of the effect it may have on the price of the financial instruments. In addition, the press release must contain references to and comparisons with the contents of preceding press releases, as well as updates on significant changes in the information contained therein.
- See attachment
